The common shares of the company have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and may not be offered, sold, pledged or otherwise transferred except if such transfer is effected (1) in a transaction meeting the requirements of Regulation S under the Securities Act, (2) pursuant to an effective registration statement under the Securities Act or (3) pursuant to an available exemption from the registration requirements of the Securities Act, in each case in accordance with all applicable Securities Laws and any applicable state, foreign (including UK) or other securities laws. Hedging transactions involving the common shares of the company may not be conducted unless in compliance with the Securities Act. All common shares in the capital of the company have the same rights under the company's constitutional documents. The company's common shares trade under the HAL.LN and HALO.LN ticker symbols. The HAL.LN line of stock represents common shares that still bear the Regulation S restrictive legend and may be traded only in certificated form. If the common shares meet the requirements of Rule 144 of the Securities Act, a holder may transfer the relevant common shares from the HAL.LN to the HALO.LN line of stock and the restrictive legend will be removed from the common shares. The HAL.LN shares are subject to certain trading restrictions. The HALO.LN shares are unrestricted.
The Company completed secondary placings of 80,000,000 and 63,636,363 new common shares on 19 October 2012 and 18 November 2014, respectively. As of 31 December 2016, there was a total of 220,278,404 common shares in the company outstanding (comprising both the HAL.LN and HALO.LN shares), all of which are voting shares. The shares issued pursuant to the secondary placing were in the HAL.LN line of stock that bear the Regulation S restricted legend and may be traded only in certificated form.
As of 31 December 2016, there was a total of 152,740,760 HAL.LN shares outstanding. None of the HAL.LN shares – except those shares periodically issued by the company as a result of employee stock option exercises, which are publicly disclosed – are subject to distribution compliance restrictions under Regulation S. However, all the HAL.LN shares contain U.S. Securities Act of 1933 legends, and absent registration under such Act, holders must have an available exemption (e.g., Rule 144) in connection with any sales to U.S. persons.
As of 31 December 2016, there was a total of 67,537,644 HALO.LN shares outstanding. The HALO.LN shares do not contain any restrictive legend. In general, these shares are freely tradable unless they are held by persons or obtained from persons who are (or during the last three months were) affiliates of HaloSource.
Holders should consult their legal advisers if they are uncertain of their status